UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    Form 10-Q

                                       [X]
 Quarterly Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
                                   Act of 1934
                For the quarterly period ended February 29, 2000
                                       OR
                                       [ ]
                TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                        for the transition period from to
                         Commission file number 0-19603

                         Centennial Communications Corp.
             (Exact name of registrant as specified in its charter)

          Delaware                                               06-1242753
 (State or other jurisdiction of                              (I.R.S. Employer
  incorporation or organization)                             Identification No.)

                               1305 Campus Parkway
                                Neptune, NJ 07753
          (Address of principal executive offices, including zip code)
                                 (732) 919-1000
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.

      YES [X]                                                   NO [ ]

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practical date.

Class A Common -  94,319,960 outstanding shares as of April 10, 2000

<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1. - FINANCIAL STATEMENTS

                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                                                                        February 29,
                                                                                            2000                     May 31,
                                                                                        (Unaudited)                   1999
                                                                                    ---------------------   -----------------------



<S>                                                                                 <C>                     <C>
ASSETS

CURRENT ASSETS:
      Cash and cash equivalents                                                     $          50,203       $               51,141
      Restricted investments                                                                   19,704                       39,480
      Accounts receivable, less allowance for doubtful
          accounts of  $13,628 and $3,763, respectively                                        65,595                       46,326
      Inventory - phones and accessories, less allowance for
          obsolescence of $1,102 and $1,315, respectively                                       9,148                        7,631
      Prepaid expenses and other current assets                                                 1,904                          737
                                                                                    ---------------------   -----------------------

        TOTAL CURRENT ASSETS                                                                  146,554                      145,315

PROPERTY, PLANT AND EQUIPMENT - net                                                           355,330                      300,120

RESTRICTED INVESTMENTS, long-term                                                                   -                       19,038

EQUITY INVESTMENTS IN WIRELESS SYSTEMS - net                                                   77,040                       75,723

DEBT ISSUANCE COSTS, less accumulated amortization of
       $8,195 and $2,905, respectively                                                         57,671                       58,307

CELLULAR TELEPHONE LICENSES, less accumulated
      amortization of $303,260 and $298,725, respectively                                     229,327                      202,599

PERSONAL COMMUNICATIONS SERVICES LICENSE, less accumulated
      amortization of $5,069 and $3,893, respectively                                          71,689                       58,866

GOODWILL, less accumulated amortization of $33,429
      and $30,430, respectively                                                               119,561                      119,172

OTHER ASSETS - net                                                                             11,617                        7,141
                                                                                    ---------------------   -----------------------

        TOTAL                                                                       $       1,068,789       $              986,281
                                                                                    =====================   =======================


</TABLE>



            See notes to condensed consolidated financial statements

                                        1


<PAGE>


                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                                   (CONTINUED)
                    (Amounts in thousands, except share data)
<TABLE>
<CAPTION>

                                                                                                February 29,
                                                                                                    2000               May 31,
                                                                                                 (Unaudited)             1999
                                                                                               ----------------     ---------------
<S>                                                                                            <C>                  <C>

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
        Current portion of long term debt                                                      $         5,500      $        4,500
        Accounts payable                                                                                23,383              22,968
        Accrued expenses and other current liabilities                                                  86,876             102,371
        Payable to affiliates                                                                              125                 125
                                                                                              ----------------      ---------------

              TOTAL CURRENT LIABILITIES                                                                115,884             129,964

LONG-TERM DEBT                                                                                       1,539,850           1,459,295

COMMON STOCKHOLDERS' EQUITY (DEFICIT):
        Common stock par value $.01 per share:
              Class A, 1 vote per share, 150,000,000 shares authorized,
               issued, 94,379,713 and 93,673,386 shares, respectively;
               and outstanding 94,309,210 and 93,602,883 shares, respectively                              944                 937
        Additional paid-in capital                                                                     425,621             418,749
        Accumulated deficit                                                                         (1,012,102)         (1,021,587)
                                                                                                ----------------    ---------------
                                                                                                      (585,537)           (601,901)
        Less:  Cost of 70,503 class A common shares in treasury                                         (1,077)             (1,077)
        Deferred Compensation                                                                             (331)                  -
                                                                                               -----------------    ---------------

              TOTAL COMMON STOCKHOLDERS' EQUITY (DEFICIT)                                             (586,945)           (602,978)
                                                                                               -----------------    ---------------

                          TOTAL                                                                 $    1,068,789      $      986,281
                                                                                               =================    ===============

</TABLE>



            See notes to condensed consolidated financial statements

                                        2

<PAGE>
                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                  (Amounts in thousands, except per share data)
<TABLE>
<CAPTION>
                                                               Three Months Ended                       Nine Months Ended
                                                     -------------------------------------   ---------------------------------------
                                                         February 29,          February 28,      February 29,          February 28,
                                                            2000                  1999              2000                  1999
                                                      ----------------      ---------------   ---------------      ---------------
<S>                                                   <C>                  <C>               <C>                  <C>
REVENUE:
      Service revenue                                 $        121,636     $         95,537  $        353,166     $        257,209
      Equipment sales                                            5,985                2,456            15,257                5,382
                                                      ----------------      ---------------   ---------------      ---------------
                                                               127,621               97,993           368,423              262,591
                                                      ----------------      ---------------   ---------------      ---------------

COSTS AND EXPENSES:
      Cost of equipment sold                                    10,584                6,760            25,548               16,222
      Cost of services                                          15,991               12,437            46,407               34,561
      Sales and marketing                                       21,137               14,443            58,135               38,331
      General and administrative                                26,562               15,575            67,034               43,129
      Depreciation and amortization                             21,684               33,159            60,323               97,702
      Recapitalization costs                                         -               58,852                 -               58,852
                                                      ----------------      ---------------   ---------------      ---------------
                                                                95,958              141,226           257,447              288,797
                                                      ----------------      ---------------   ---------------      ---------------

OPERATING INCOME (LOSS)                                         31,663              (43,233)          110,976              (26,206)
                                                      ----------------      ---------------   ---------------      ---------------

INCOME FROM EQUITY INVESTMENTS                                   3,667                1,862            11,007                9,352
(LOSS) GAIN ON DISPOSITION OF ASSETS                               (51)              (1,197)              (51)               8,414
INTEREST EXPENSE -  NET                                        (37,918)             (26,613)         (110,347)             (48,553)
                                                      ----------------      ---------------   ---------------      ---------------

INCOME (LOSS) BEFORE INCOME TAX  (EXPENSE) BENEFIT,
      MINORITY INTEREST AND EXTRAORDINARY ITEM                  (2,639)             (69,181)           11,585              (56,993)

INCOME TAX  (EXPENSE) BENEFIT                                     (630)              15,950            (2,186)              10,114
                                                      ----------------      ---------------  ----------------      ---------------

      INCOME (LOSS) BEFORE MINORITY INTEREST AND
        EXTRAORDINARY ITEM                                      (3,269)             (53,231)            9,399              (46,879)

MINORITY INTEREST IN LOSS OF SUBSIDIARIES                           26                  151                86                  142
                                                      ----------------      ---------------   ---------------      ---------------

      INCOME (LOSS) BEFORE EXTRAORDINARY ITEM                   (3,243)             (53,080)            9,485              (46,737)

EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT OF
      DEBT, NET OF INCOME TAXES OF ($11,251)                         -              (40,526)                -              (40,526)
                                                      ----------------      ---------------   ---------------      ---------------

      NET INCOME (LOSS)                               $         (3,243)     $       (93,606)  $         9,485      $       (87,263)
                                                      ================      ===============   ===============      ===============

DIVIDEND REQUIREMENT ON PREFERRED STOCK               $              -      $        (1,680)  $             -      $        (9,906)
                                                      ----------------      ---------------   ---------------      ---------------

INCOME (LOSS) APPLICABLE TO COMMON SHARES             $         (3,243)     $       (95,286)  $         9,485      $       (97,169)
                                                      ================      ===============   ===============      ===============

BASIC EARNINGS (LOSS) PER COMMON SHARE:
   INCOME (LOSS) BEFORE EXTRAORDINARY ITEM            $          (0.03)     $         (0.48)  $          0.10      $         (0.41)
                                                      ================      ===============   ===============      ===============
   EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT OF DEBT $              -      $         (0.35)  $             -      $         (0.30)
                                                      ================      ===============   ===============      ===============
   NET INCOME (LOSS) APPLICABLE TO COMMON SHARES      $          (0.03)     $         (0.83)  $          0.10      $         (0.71)
                                                      ================      ===============   ===============      ===============

DILUTED EARNINGS (LOSS) PER COMMON SHARE:
   INCOME (LOSS) BEFORE EXTRAORDINARY ITEM            $          (0.03)     $         (0.48)  $          0.10      $         (0.41)
                                                      ================      ===============   ===============      ===============
   EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT OF DEBT $              -      $         (0.35)  $             -      $         (0.30)
                                                      ================      ===============   ===============      ===============
   NET INCOME (LOSS) APPLICABLE TO COMMON SHARES      $          (0.03)     $         (0.83)  $          0.10      $         (0.71)
                                                      ================      ===============   ===============      ===============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES
      OUTSTANDING DURING THE PERIOD:
        BASIC                                                   94,194              115,281            93,860              136,084
                                                      ================      ===============   ===============      ===============
        DILUTED                                                 94,194              115,281            96,120              136,084
                                                      ================      ===============   ===============      ===============
</TABLE>

            See notes to condensed consolidated financial statements

                                        3
<PAGE>




                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

        CONSOLIDATED STATEMENTS OF COMMON STOCKHOLDERS' EQUITY (DEFICIT)
                    (Amounts in thousands, except share data)
<TABLE>
<CAPTION>
                                                 Common Stock                Additional
                                 -------------------------------------------
                                        Class A                Class B        Paid-In   Treasury    Deferred  Accumulated
                                 ---------------------   -------------------                         Compen
                                     Shares     Dollars     Shares    Dollars  Capital    Stock      -sation    Deficit      Total
                                 ------------  -------   ----------  ------- --------- ----------- --------- ------------  -------
<S>                              <C>           <C>      <C>         <C>      <C>      <C>        <C>          <C>         <C>
Balance at June 1, 1998            50,150,049  $   501   10,544,113  $ 105   $ 357,684 $ (30,614)  $ (3,029)  $(284,238)  $  40,409

3-for-1 stock split effective
   January 20, 2000               100,300,098    1,003            -      -      (1,003)        -          -           -           -

Common stock issued in
   connection with incentive plans  4,211,469       42            -      -       4,852         -          -           -       4,894

Common stock issued in
   connection with employee
   stock purchase plan                146,640        1            -      -         256         -          -           -         257


Deferred compensation employment
   agreement                          150,009        2            -      -         748         -       (750)          -           -

Recapitalization:

   Repurchase of the class A & B
      common stock               (133,341,984)  (1,333) (10,544,113)  (105)   (339,447)        -      2,573    (692,002) (1,030,314)

   Retirement of treasury stock   (14,689,881)    (146)           -      -          97    30,614          -     (30,565)          -

   Recapitalization costs                   -        -            -      -     (16,165)        -          -      65,385      49,220

   Capital contributions           86,746,986      867            -      -     421,633         -          -           -     422,500

Preferred stock dividends                   -        -            -      -      (9,906)        -          -           -      (9,906)

Treasury stock purchases                    -        -            -      -           -    (1,077)         -           -      (1,077)

Amortization of deferred
     compensation                           -        -            -      -           -         -      1,206           -       1,206

Net loss                                    -        -            -      -           -         -          -     (80,167)    (80,167)
                                  ------------   ------  -----------  -----    --------   --------  -------    ---------  ----------

Balance at May 31, 1999            93,673,386      937            -      -     418,749    (1,077)         -  (1,021,587)   (602,978)

Common stock issued in conjunction
     with acquisitions                420,000        4            -      -       5,226         -          -           -       5,230

Common stock issued in
   connection with incentive plans    261,679        3            -      -       1,232         -          -           -       1,235

Deferred compensation                  24,648        -            -      -         414         -       (414)          -           -


Amortization of deferred
   compensation                             -        -            -      -           -         -         83           -          83


Net income                                  -        -            -      -           -         -          -       9,485       9,485
                                  ------------   ------  -----------  -----    --------   --------  -------   ----------  ----------

Balance at February 29, 2000
   (unaudited)                     94,379,713  $   944            -  $   -   $ 425,621   $(1,077)   $  (331)$(1,012,102) $ (586,945)
                                  ============   ======= ===========  =====    ========   ========  =======   ==========  ==========

            See notes to condensed consolidated financial statements

</TABLE>


                                        4

<PAGE>


                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                             (Amounts in thousands)
<TABLE>
<CAPTION>
                                                                                                  Nine Months Ended
                                                                                     ------------------------------------------
                                                                                         February 29,               February 28,
                                                                                             2000                        1999
                                                                                     ------------------          -----------------
    <S>                                                                                   <C>                      <C>
    OPERATING ACTIVITIES:

        Cash received from subscribers and others                                         $     372,329            $       282,115
        Cash paid to suppliers, employees and
           governmental agencies                                                               (213,581)                  (148,416)
        Interest paid                                                                          (133,058)                   (35,045)
                                                                                         ---------------           ---------------

           NET CASH PROVIDED BY OPERATING ACTIVITIES                                             25,690                     98,654
                                                                                         ---------------           ---------------

    INVESTING ACTIVITIES:

        Proceeds from disposition of assets                                                         352                        466
        Capital expenditures                                                                   (107,893)                   (69,819)
        Acquisition of other assets                                                                   -                     (2,200)
        Disposition of equity investment                                                              -                     13,500
        Acquisitions, net of cash acquired                                                      (46,820)                         -
        Acquisition of equity investment                                                              -                     (3,000)
        Distributions received from equity investments                                            9,871                      9,791
        Acquisition of minority partnership interests                                              (323)                         -
        Purchase of restricted securities                                                       (19,998)                   (57,501)
        Proceeds from maturity of restricted securities                                          59,994                          -
                                                                                         ---------------          ----------------

           NET CASH USED IN INVESTING ACTIVITIES                                               (104,817)                  (108,763)
                                                                                         ---------------          ----------------
    FINANCING ACTIVITIES:

        Proceeds from the issuance of long-term debt                                          1,038,018                  1,481,500
        Repayment of long-term debt                                                            (958,150)                  (528,518)
        Debt issuance costs paid                                                                 (2,885)                   (61,118)
        Early extinguishment of debt                                                                  -                    (44,634)
        Proceeds from issuance of class A common stock                                                -                    427,394
        Proceeds from the exercise of stock options                                               1,206                          -
        Redemption of preferred stock                                                                 -                   (128,154)
        Purchase of common stock in conjunction with recapitalization                                 -                 (1,052,436)
        Dividends paid                                                                                -                    (18,131)
        Recapitalization costs paid                                                                   -                    (46,500)
                                                                                         ---------------         -----------------


           NET CASH PROVIDED BY FINANCING ACTIVITIES                                             78,189                     29,403
                                                                                         ---------------         -----------------

    NET (DECREASE) INCREASE  IN CASH AND CASH EQUIVALENTS                                          (938)                    19,294

    CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                               51,141                     14,620
                                                                                         ---------------         -----------------

    CASH AND CASH EQUIVALENTS, END OF PERIOD                                             $       50,203          $          33,914
                                                                                         ===============         =================







                                                   See notes to condensed consolidated financial statements
</TABLE>

                                                                              5
<PAGE>

                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (CONTINUED)
                                   (Unaudited)
                             (Amounts in thousands)
<TABLE>
<CAPTION>

                                                                                             Nine Months Ended
                                                                               ----------------------------------------------
                                                                                  February 29,              February 28,
                                                                                      2000                      1999
                                                                               -------------------       --------------------
     <S>                                                                       <C>                       <C>
     RECONCILIATION OF NET INCOME (LOSS) TO NET CASH
          PROVIDED BY OPERATING ACTIVITIES:

          Net income (loss)                                                    $            9,485        $           (87,263)
                                                                               -------------------       --------------------

     Adjustments to reconcile net income (loss) to net cash
          provided by operating activities:

          Depreciation and amortization                                                    60,323                     97,702
          Minority interest in loss of subsidiaries                                           (86)                      (142)
          Deferred income taxes                                                            (1,220)                   (10,114)
          Equity in undistributed earnings of investee companies                          (11,007)                    (9,352)
          Loss (Gain) on disposition of assets                                                 51                     (8,414)
          Extraordinary loss on early extinguishement of debt                                   -                     40,526
          Recapitalization costs                                                                -                     58,852
          Other                                                                             5,373                      3,384
          Change in assets and liabilities net of effects of
             acquisitions:
                 Accounts receivable - (increase)                                         (17,544)                   (13,653)
                 Prepaid expenses and other current assets -
                    (increase)                                                             (2,931)                      (763)
                 Accounts payable, accrued expenses and
                    other current liabilities- (decrease) increase                        (18,260)                    26,101
                 Customer deposits and prepayments -
                    increase                                                                1,506                      1,790
                                                                               -------------------       --------------------

          Total adjustments                                                                16,205                    185,917
                                                                               -------------------       --------------------

     Net cash provided by operating activities                                 $           25,690        $            98,654
                                                                               ===================       ====================

</TABLE>
            See notes to condensed consolidated financial statements

                                        6
<PAGE>



                CENTENNIAL COMMUNICATIONS CORP. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)
                 (Dollar amounts in thousands except share data)

Note 1.  Interim Financial Statements

In the opinion of  management,  the  accompanying  interim  unaudited  condensed
consolidated  financial  statements contain all adjustments  (consisting only of
normal  recurring   accruals)  necessary  to  present  fairly  the  consolidated
financial  position of Centennial  Communications  Corp. and  Subsidiaries  (the
"Company")  as of  February  29,  2000  and  the  results  of  its  consolidated
operations  and cash flows for the periods ended  February 29, 2000 and February
28, 1999. These financial  statements do not include all disclosures required by
generally  accepted  accounting  principles.  The  statements  should be read in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included  in the  Company's  May 31,  1999  Annual  Report on Form  10-K,  which
includes a summary of significant accounting policies and other disclosures. The
consolidated balance sheet at May 31, 1999 is audited.

Reclassifications

Certain prior period balances have been reclassified to conform with the current
period presentation.

Name Change

On February 29, 2000,  the Company  announced that it was changing its name from
Centennial Cellular Corp. to Centennial  Communications Corp.,  effective at the
start of trading on Tuesday February 29, 2000.

Stock Split

On December 28, 1999, the Company announced that the Board of Directors declared
a three-for-one  stock split of all outstanding  shares of class A common stock.
The shares  were  distributed  on or about  January  20,  2000 to all holders of
record on January 10, 2000.  In  connection  with the stock  split,  the Company
increased  its  authorized  shares of common stock to  150,000,000  shares.  All
common  share and per share  amounts  have been  restated  to reflect  the stock
split.

                                       7
<PAGE>

Note 2. Long-Term Debt

The Company and its  subsidiaries had the following debt outstanding at February
29, 2000 and May 31, 1999:
<TABLE>
<CAPTION>

                                                                          February 29,               May 31,
                                                                              2000                    1999
                                                                         ------------             ------------
<S>                                                                     <C>                       <C>
Centennial 8 7/8% Senior Notes due 2001...............                   $      1,388              $     1,388
Centennial 10 1/8% Senior Notes due 2005..............                            219                      219
Term Loans............................................                        994,375                  897,750
Revolving Credit Facility.............................                         10,000                   36,000
Subordinated Notes due 2009 (Mezzanine Debt)..........                        169,368                  158,438
Centennial 10 3/4% Senior Subordinated Notes due 2008.                        370,000                  370,000
                                                                         ------------              -----------
Total Long Term Debt..................................                      1,545,350                1,463,795
Current Portion of Long Term Debt                                              (5,500)                  (4,500)
                                                                         ------------              -----------
Net Long Term Debt                                                       $  1,539,850              $ 1,459,295
                                                                         ============              ===========

</TABLE>

On February 29, 2000, the Company  amended and restated its existing senior term
loan and revolving credit facilities and increased the commitment  thereunder by
$200,000  to an  aggregate  of  $1,250,000.  The  amended  and  restated  credit
facilities are referred to as the New Credit  Facility.  The New Credit Facility
consists of four term loans in an aggregate principal amount of $1,000,000 and a
revolving  credit  facility in an aggregate  principal  amount of $250,000.  The
borrowers  under the New Credit Facility are Centennial  Cellular  Operating Co.
LLC for a $325,000 term loan and  Centennial  Puerto Rico  Operations  Corp. for
three separate term loans  aggregating  $675,000.  The revolving credit facility
portion of the New Credit Facility is available to both the borrowers.

The aggregate annual  principal  payments for the next five years and thereafter
under the Company's debt at February 29, 2000 are summarized as follows:

         February 28, 2001                                    $      5,500
         February 28, 2002                                          18,138
         February 28, 2003                                          56,125
         February 29, 2004                                          78,625
         February 28, 2005                                         101,125
         February 28, 2006 and thereafter                        1,285,837
                                                              ------------
                                                              $  1,545,350
                                                              ============

The Company was in  compliance  with all  covenants  of its debt  agreements  at
February 29, 2000.

Interest  expense,  as reflected on the financial  statements has been partially
offset by interest income.  The gross interest expense for the nine months ended
February 29, 2000 and February 28, 1999 were $113,322 and $51,179, respectively.

                                       8
<PAGE>


Note 3. Acquisitions

In  November  1999,  the  Company  acquired a wireless  telephone  system in the
Allegan,  Michigan RSA for cash of  approximately  $31,000 and 300,000 shares of
the Company's common stock.

In August 1999, the Company  acquired  Integrated  Systems,  Inc. and Spiderlink
Puerto  Rico  Internet  Services  for cash of  approximately  $2,000 and 240,000
shares of the  Company's  common  stock.  120,000 of such  shares were issued in
December 1999 and the remaining  120,000 shares are issuable upon the resolution
of certain  contingencies.  The excess of the purchase price over the fair value
of the net  assets  acquired  has  been  recorded  as  goodwill,  which is being
amortized on a straight-line basis over 10 years.

These  acquisitions were accounted for by the purchase method and,  accordingly,
the assets and liabilities of the acquired  entities have been recorded at their
estimated fair values at the date of acquisition.  The purchase price allocation
for these  acquisitions  are preliminary and may be revised at a later date. The
results  of  operations  of  the  acquired   businesses   are  included  in  the
consolidated financial statements from the dates of acquisition.

The  following  summary pro forma  information  includes the  operations  of the
Company and these  acquisitions as if such  acquisitions had been consummated as
of June 1, 1998:
<TABLE>
<CAPTION>

                                                         Nine Months Ended
                                                         -----------------
                                                  February 29,           February 28,
                                                     2000                   1999
                                                     ----                   ----
<S>                                                <C>                  <C>
Revenues                                           $371,725             $  267,987
Income (loss) before extraordinary item            $ 10,170             $  (46,144)
Net income (loss)                                  $ 10,170             $  (86,670)
Earnings (loss) per common share-
     Basic and Diluted:
     Income (loss) before extraordinary item          $0.11                $(0.41)
                                                      =====                ======
     Net income (loss) applicable
         to common shares                             $0.11                $(0.71)
                                                      =====                ======
</TABLE>

Note 4.  Pending Acquisitions

In December 1999, the Company entered into a definitive agreement to acquire the
wireless telephone system serving the Kokomo,  Indiana Metropolitan  Statistical
Area #271.  The Kokomo market  represents  approximately  100,000 net pops.  The
Company  completed  this  acquisition  on April 7, 2000.  The purchase price was
approximately $25,000, subject to adjustment.

In January  2000,  the Company  entered  into a letter of intent to purchase the
assets of cable television systems serving Aguadilla,  Mayaguez,  San German and
surrounding  communities in Puerto Rico from Pegasus Communications  Corporation
for  $170,000.  The  transaction  is subject to numerous  conditions,  including

                                       9
<PAGE>

regulatory approvals,  completion of customary due-diligence and the negotiation
and execution of a definitive purchase agreement.

In January  2000,  the Company  acquired a 70% interest in All America  Cables &
Radio,  Inc.  ("AACR") in the  Dominican  Republic.  A local  partner  holds the
remaining 30% interest.  AACR is an  international  long distance  provider that
also holds a 30MHz PCS license, a Local Multipoint  Distribution System ("LMDS")
license  and a  certificate  to  provide  a broad  range  of  telecommunications
services in the Dominican  Republic.  The PCS license covers  approximately  8.9
million net pops.  The purchase  price was $25,000,  subject to  adjustment,  of
which $14,000 has been paid to date and the $11,000 will be paid upon completion
of due  diligence.  In the event  that the  Company  is not  satisfied  with the
results of the due diligence,  the Company is not obligated to pay the remaining
$11,000.  In such event,  the Company  would not own AACR's  long  distance  and
undersea cable businesses,  but would continue to own the PCS license,  the LMDS
license  and the  certificate  to  provide a broad  range of  telecommunications
services in the Dominican Republic. The Company has recorded the $14,000 paid to
date as personal  communications  services license on the  consolidated  balance
sheet.

Note 5.  New Accounting Pronouncements

In December,  1999, the Securities and Exchange  Commission ("SEC") issued Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial  Statements" ("SAB
No.  101").  SAB No. 101 sets forth certain of the SEC staff's views on applying
generally  accepted  accounting  principles to revenue  recognition in financial
statements.  SAB No. 101 is effective for the first fiscal quarter of the fiscal
year  beginning  after December 15, 1999. The Company plans to adopt SAB No. 101
effective  June 1, 2000.  Although the Company has not  determined the impact of
the adoption on its results of operations  and financial  position,  the Company
expects that this change will not effect cash flows, but could cause the Company
to recognize  service  initiation  revenues  over a longer  period.  The Company
currently recognizes these revenues in the period when service is initiated.

The  Financial  Accounting  Standards  Board  issued  Statement of SFAS No. 133,
"Accounting for Derivative  Instruments and Hedging  Activities" in June,  1998.
The Company will adopt SFAS No. 133 effective  June 1, 2001. The Company has not
yet  determined  the impact of the adoption of SFAS No. 133 on future results of
operations or financial condition.

                                       10

<PAGE>

Note 6. Reciprocal Compensation

On April 1, 1999,  the Company  filed a tariff  with the Federal  Communications
Commission  ("FCC")  establishing  a rate payable to the Company for  delivering
jurisdictionally  interstate  traffic to  Internet  Service  Providers  ("ISPs")
served by the Company  from  subscribers  of the Puerto Rico  Telephone  Company
("PRTC").  The Company subsequently invoiced PRTC under the terms of the tariff.
PRTC  disputed  the  invoices  and on November  2, 1999,  pursuant to FCC rules,
indicated that it intended to challenge the lawfulness of the Company's  tariff.
On February 1, 2000, PRTC did so.

The Company has responded to PRTC's  complaint and has  vigorously  defended the
validity of its tariff.  On April 6, 2000,  the Company and PRTC  entered into a
letter of intent to settle their dispute  regarding  compensation  for ISP-bound
traffic.  The  parties  are  currently  negotiating  the  terms of a  definitive
settlement  incorporating  the terms of the  settlement.  This agreement will be
submitted to the FCC for its approval.  The Company cannot specifically  predict
when the FCC will approve the settlement now under negotiation, but expects that
this matter will be resolved in the fiscal quarter ending May 31, 2000.

Note 7.  Subsequent Event

On March 21, 2000, the Company announced that it planned on offering $250,000 of
Senior Subordinated Notes due 2008 in a private placement  transaction  pursuant
to Rule 144A. Due to current  market  conditions,  the Company has  indefinitely
postponed such offering.

Note 8.  Segment Information

The Company  adopted SFAS No. 131  "Disclosures  about Segments of an Enterprise
and  Related  Information"  during  fiscal  1999.  The  Company's   consolidated
financial statements include two distinct business segments: Domestic and Puerto
Rico.  The Company  determines its segments  based on geographic  location.  The
Company  measures the  operating  performance  of each segment based on Adjusted
EBITDA.  Adjusted  EBITDA is defined as earnings  before  income  from  minority
cellular investment interests, allocations to minority interests in consolidated
subsidiaries,  interest expense, interest income, income taxes, depreciation and
amortization, gain on disposition of assets and recapitalization costs.

                                       11
<PAGE>

Information about the Company's  operations in its two business segments for the
nine months ended February 29, 2000 and February 28, 1999 is as follows:

<TABLE>
<CAPTION>

                                                        Domestic        Puerto Rico        Eliminations            Consolidated
                                                     --------------- ------------------ --------------------   -------------------

<S>                                                  <C>                  <C>           <C>                        <C>
Nine months ended February 29, 2000
----------------------------------------------------
Total revenues                                       $    223,127       $    145,296     $          -               $    368,423
Adjusted EBITDA                                      $    110,024       $     61,275     $          -               $    171,299
Total assets                                         $  1,323,205       $  1,286,112     $ (1,540,528)   (a)        $  1,068,789
Capital expenditures                                 $     37,491       $     70,402     $          -               $    107,893


Nine months ended February 28, 1999
----------------------------------------------------
Total revenues                                       $    174,980       $     87,611     $          -               $    262,591
Adjusted EBITDA                                      $     91,520       $     38,828     $          -               $    130,348
Total assets                                         $    998,289       $    241,289     $   (282,906)   (a)        $    956,672
Capital expenditures                                 $     25,130       $     44,689     $          -               $     69,819

(a)      Elimination of intercompany investments
</TABLE>

Reconciliation  of Income (Loss) before Income Tax (Expense)  Benefit,  Minority
Interest and Extraordinary Item

<TABLE>
<CAPTION>
                                                                            Nine months ended
                                                                            -----------------
                                                                     February 29,        February 28,
                                                                        2000                 1999
                                                                 ------------------- --------------------
<S>                                                                 <C>                  <C>
Adjusted EBITDA for reportable segments                             $   171,299          $   130,348
Interest expense (net)                                                 (110,347)             (48,553)
Depreciation and amortization                                           (60,323)             (97,702)
Recapitalization costs                                                        -              (58,852)
Income from equity investments                                           11,007                9,352
(Loss) gain on disposition of assets                                        (51)               8,414
                                                                 ------------------- --------------------
Income (loss) before income tax (expense)  benefit, minority
     interest and extraordinary item                               $     11,585          $   (56,993)
                                                                   ============          ===========
</TABLE>

                                       12

<PAGE>

Note 9.   Consolidating Financial Data

     Centennial  Cellular  Operating Co. LLC ("CCOC") and Centennial Puerto Rico
     Operations Corp.  ("CPROC") are  wholly-owned  subsidiaries of the Company.
     CCOC is a joint and several  co-issuer on the $370,000 senior  subordinated
     notes issued by the Company,  and CPROC has guaranteed the notes.  Separate
     financial  statements and other  disclosures  concerning CCOC and CPROC are
     not presented because they are not material to investors.


                   CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                             As of February 29, 2000
                             (Amounts in thousands)

<TABLE>
<CAPTION>
                                                                                                                         Centennial
                                                  Centennial     Centennial                    Centennial             Communications
                                                 Puerto Rico      Cellular                   Communications              Corp. and
                                               Operations Corp. Operating Co.      Non-           Corp.    Eliminations Subsidiaries
                                                                    LLC          Guarantors
                                                --------------  -------------  -------------  ------------  ----------- ------------

<S>                                             <C>              <C>            <C>            <C>            <C>          <C>
ASSETS
Current assets:
     Cash and cash equivalents                  $    47,501   $          -    $     2,702     $       -   $         -     $   50,203
     Restricted investments                               -              -         19,704             -             -         19,704
     Accounts receivable - net                       24,089              -         41,506             -             -         65,595
     Inventory - phones and accessories - net           338              -          8,810             -             -          9,148
     Prepaid expenses and other current assets        1,153              -            751             -             -          1,904
                                                -------------  -------------  --------------  ------------ ------------   ----------
             Total current assets                    73,081              -         73,473             -             -        146,554

Property, plant & equipment - net                   185,380              -        169,950             -             -        355,330

Equity investments in wireless systems - net              -              -         77,040             -             -         77,040

Debt issuance costs - net                            24,858              -         32,813             -             -         57,671

Cellular telephone licenses - net                         -              -        229,327             -             -        229,327

Personal communications services licenses - net           -              -         71,689             -             -         71,689

Goodwill  - net                                           -              -        119,561             -             -        119,561

Investment in affiliates                                  -         90,100              -             -       (90,100)             -

Intercompany                                         55,291      1,150,500      1,056,435       404,264    (2,666,490)             -

Investment in subsidiaries                                -       (520,053)       475,000      (995,053)    1,040,106              -

Other assets - net                                    5,430              -       (173,813)      180,000             -         11,617
                                               --------------  -------------  --------------  ------------ ------------   ----------

          Total                                $    344,040   $    720,547   $  2,131,475     $(410,789)  $(1,716,484)   $ 1,068,789
                                               ==============  =============  ==============  ============ ============   ==========

</TABLE>



                                       13
<PAGE>

Note 9 - Continued

                   CONSOLIDATING BALANCE SHEET FINANCIAL DATA
                                   (CONTINUED)
                             As of February 29, 2000
                             (Amounts in thousands)

<TABLE>
<CAPTION>

                                                                                                                         Centennial
                                            Centennial     Centennial                      Centennial                 Communications
                                            Puerto Rico     Cellular                     Communications                  Corp. and
                                            Operations    Operating Co.   Non-Guarantors     Corp.      Eliminations   Subsidiaries
                                               Corp.           LLC
                                            ----------    -------------   --------------  ------------   -----------   ------------

<S>                                         <C>           <C>             <C>            <C>            <C>             <C>
LIABILITIES AND STOCKHOLDERS'
   EQUITY (DEFICIT)
Current liabilities:
     Current Portion of long term debt     $    5,500     $        -      $        -       $       -     $        -     $     5,500
     Accounts payable                          15,718              -           7,665               -              -          23,383
       current liabilities                     32,622              -          53,980             274              -          86,876
     Payable to affiliates                          -              -             125               -              -             125
                                           ------------   -------------   -------------    -----------  ------------    -----------

     Total current liabilities                 53,840              -          61,770             274              -         115,884


Long-term debt                                663,875        705,000               -         170,975              -       1,539,850

Intercompany                                   73,082      1,010,600       1,616,240           4,907     (2,704,829)              -

 Common stockholders' equity (deficit):
     Class A Common stock                           -              -               -             944              -             944
     Preferred Stock                          465,000              -               -               -       (465,000)              -
     Additional paid-in capital              (858,739)             -       1,395,500         425,621       (536,761)        425,621
     Accumulated deficit                      (53,018)      (995,053)       (942,035)     (1,012,102)     1,990,106      (1,012,102)
                                           ------------   -------------   -------------   ------------  -------------   -----------
                                             (446,757)      (995,053)        453,465        (585,537)       988,345        (585,537)

     Less: treasury shares                          -              -               -          (1,077)             -          (1,077)
     Deferred Compensation                          -              -               -            (331)             -            (331)
                                           ------------   -------------   -------------   ------------  -------------   -----------


     Total common stockholders' equity
        (deficit)                            (446,757)      (995,053)        453,465        (586,945)        988,345       (586,945)
                                           ------------   -------------   -------------   ------------  -------------   -----------

        Total                              $   344,040    $  720,547      $2,131,475      $ (410,789)    $(1,716,484)   $ 1,068,789
                                           ============   =============   =============   ============  =============   ===========

</TABLE>


                                                                       14

<PAGE>

Note 9 - Continued

              CONSOLIDATING STATEMENT OF OPERATIONS FINANCIAL DATA
                   FOR THE NINE MONTHS ENDED FEBRUARY 29, 2000
                             (Amounts in thousands)

<TABLE>
<CAPTION>

                                                                                                                         Centennial
                                            Centennial    Centennial                      Centennial                  Communications
                                            Puerto Rico     Cellular                     Communications                   Corp. and
                                            Operations   Operating Co. Non-Guarantors        Corp.       Eliminations   Subsidiaries
                                               Corp.         LLC
                                           ------------ --------------  --------------  ---------------  -------------  -----------

<S>                                       <C>           <C>             <C>             <C>              <C>            <C>
Revenue                                   $    142,289  $          -    $   226,134     $          -     $        -     $   368,423
                                          ------------  --------------  --------------  ---------------  -------------  -----------

Costs and expenses:
     Cost of equipment sold                      3,462             -         22,086                -              -          25,548
     Cost of services                           21,154             -         25,253                -              -          46,407
     Sales and marketing                        22,225             -         35,910                -              -          58,135
     General & administrative                   34,936             -         32,098                -              -          67,034
     Depreciation and amortization              33,098             -         27,225                -              -          60,323
                                          ------------  --------------  --------------  ---------------  -------------  -----------

                                               114,875             -        142,572                -              -         257,447
                                          ------------  --------------  --------------  ---------------  -------------  -----------

Operating income                                27,414             -         83,562                -              -         110,976
                                          ------------  --------------  --------------  ---------------  -------------  -----------

Income from equity investments                       -             -         11,007                -              -          11,007
Income from investments in subsidiaries              -        26,534         16,722           26,534        (69,790)              -
Loss on disposition of assets                      (51)            -              -                -              -             (51)
Interest expense - net                         (10,641)      (85,392)         2,735          (17,049)             -        (110,347)
Intercompany interest allocation                     -        85,392        (85,392)               -              -               -
                                          ------------  --------------  --------------  ---------------  -------------  -----------

Income (loss) before income tax expense
  and minority interest                         16,722        26,534         28,634            9,485        (69,790)         11,585

Income tax expense                                   -             -         (2,186)               -              -          (2,186)
                                          ------------  --------------  --------------  ---------------  -------------  -----------

Income (loss) before minority interest          16,722        26,534         26,448            9,485        (69,790)          9,399

Minority interest in loss
        of subsidiaries                              -             -             86                -              -              86
                                          ------------  --------------  --------------  ---------------  -------------  -----------

Net Income (Loss)                         $     16,722  $     26,534    $    26,534     $      9,485     $  (69,790)    $     9,485
                                          ============  ==============  ==============  ===============  =============  ===========
</TABLE>



                                       15
<PAGE>

Note 9 - Continued


              CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
                   For the Nine Months Ended February 29, 2000
                             (Amounts in thousands)
 <TABLE>
 <CAPTION>                                                                                                               Centennial
                                                       Centennial   Centennial                   Centennial           Communications
                                                       Puerto Rico   Cellular                  Communications             Corp. and
                                                       Operations Operating Co. Non-Guarantors     Corp.                Subsidiaries
                                                          Corp.        LLC                                 Eliminations
                                                      ------------ -----------  -------------  ------------ ----------- -----------
 OPERATING ACTIVITIES:
   <S>                                                 <C>         <C>           <C>             <C>         <C>         <C>

   Cash received from subscribers and others          $  122,024   $        -    $  250,305     $       -     $     -    $  372,329
   Cash received from (paid to) affiliates                     -       98,167       (98,167)            -           -             -
   Cash paid to suppliers, employees and
      governmental agencies                              (57,280)           -      (156,301)            -           -      (213,581)
   Interest paid                                         (11,479)     (98,167)           (9)      (23,403)          -      (133,058)
                                                      ------------ ------------  -------------  ------------- ----------  ----------
      NET CASH PROVIDED BY (USED IN) OPERATING
      ACTIVITIES                                          53,265            -        (4,172)      (23,403)          -        25,690
                                                      ------------ ------------  -------------  ------------- ----------  ----------

 INVESTING ACTIVITIES:

   Proceeds from disposition of assets                       330            -            22             -           -           352
   Capital expenditures                                  (69,956)           -       (37,937)            -           -      (107,893)
   Acquisitions, net of cash acquired                     (2,000)           -       (44,820)            -           -       (46,820)
   Distributions received from equity investments              -            -         9,871             -           -         9,871
   Acquisition of minority partnership interests               -            -          (323)            -           -          (323)
   Purchase of restricted securities                           -            -       (19,998)            -           -       (19,998)
   Proceeds from maturity of restricted securities             -            -        59,994             -           -        59,994

                                                     ------------- ------------  -------------  ------------- ---------- ----------

       NET CASH USED IN INVESTING ACTIVITIES             (71,626)           -       (33,191)            -           -      (104,817)
                                                     ------------- ------------  -------------  ------------- ---------- ----------

 FINANCING ACTIVITIES:

   Proceeds from the issuance of long-term debt        1,004,975       23,800             -         9,243           -     1,038,018
   Repayment of long-term debt                          (496,600)    (461,550)            -             -           -      (958,150)
   Debt issuance costs paid                               (1,182)      (1,703)            -             -           -        (2,885)
   Proceeds from the exercise of stock options                 -            -             -         1,206           -         1,206
   Cash received from (paid to) affiliates              (450,430)     439,453        10,977             -           -             -
   Cash advances from subsidiaries (to parent)                 -            -       (12,954)       12,954           -             -
                                                     ------------- ------------  -------------  -------------  ---------- ----------


       NET CASH (USED IN) PROVIDED BY FINANCING
       ACTIVITIES                                         56,763            -        (1,977)       23,403           -        78,189
                                                     ------------- ------------  -------------  -------------  ---------- ----------

 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     38,402            -       (39,340)            -           -          (938)


 CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD            9,099            -        42,042             -           -        51,141

                                                     ------------- ------------  -------------  -------------  ---------- ----------

 CASH AND CASH EQUIVALENTS, END OF PERIOD            $    47,501   $        -    $    2,702     $       -      $    -     $  50,203

                                                     ============= ============  =============  =============  ========== ==========
</TABLE>

                                       16

<PAGE>
Note 9 - Continued

              CONSOLIDATING STATEMENT OF CASH FLOWS FINANCIAL DATA
                   For the Nine Months Ended February 29, 2000
                                   (CONTINUED)
                             (Amounts in thousands)

<TABLE>
<CAPTION>                                                                                                               Centennial
                                                        Centennial   Centennial                Centennial             Communications
                                                       Puerto Rico    Cellular                Communications            Corp. and
                                                        Operations  Operating Co.    Non-        Corp.                 Subsidiaries
                                                           Corp.        LLC       Guarantors              Eliminations
                                                        ---------- ------------  ------------ ----------- ------------ -------------
  <S>                                                  <C>         <C>            <C>         <C>         <C>          <C>
RECONCILIATION OF NET INCOME (LOSS) TO NET CASH
   PROVIDED BY (USED IN) OPERATING ACTIVITIES:

   Net income (loss)                                    $  16,722  $     26,534  $     26,534 $    9,485  $   (69,790) $      9,485
                                                        ---------- ------------- ------------ ----------  ------------ -------------

Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:

  Depreciation and amortization                            33,098             -        27,225          -            -        60,323
  Minority interest in loss of subsidiaries                     -             -           (86)         -            -           (86)
  Deferred income taxes                                         -             -        (1,220)         -            -        (1,220)
  Equity in undistributed earnings of investee companies        -             -       (11,007)         -            -       (11,007)
  Equity in undistributed earnings of subsidiaries              -       (26,534)      (16,722)   (26,534)      69,790             -
  Loss on disposition of assets                                51             -             -          -            -            51
  Noncash expenses                                          5,928             -        (7,616)     1,688            -             -
  Other                                                       664             -         4,709          -            -         5,373

  Change in assets and liabilities net of
    effects of acquisitions:
      Accounts receivable - (increase)                     (9,394)            -        (8,150)         -            -       (17,544)
      Prepaid expenses and other current
       assets -(increase)                                    (950)            -        (1,981)         -            -        (2,931)
      Accounts payable, accrued expenses and
       other current liabilities- increase (decrease)       7,163             -       (17,381)    (8,042)           -       (18,260)
      Customer deposits and prepayments -
       increase (decrease)                                    (17)            -         1,523          -            -         1,506

                                                        ----------- ------------ ------------ ----------  -----------  -------------
      Total adjustments                                    36,543       (26,534)      (30,706)   (32,888)      69,790        16,205
                                                        ----------- ------------ ------------ ----------  -----------  -------------

Net cash provided by (used in) operating activities     $  53,265   $         -  $     (4,172)$  (23,403) $         -  $     25,690
                                                        =========== ============ ============ ==========  ===========  =============

</TABLE>


                                       17

<PAGE>


ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The information  contained in this Part I, Item 2 updates, and should be read in
conjunction  with,  information  set  forth  in Part  II,  Items 7 and 8, in the
Company's  Annual Report on Form 10-K for the fiscal year ended May 31, 1999, in
addition to the interim consolidated financial statements and accompanying notes
presented in Part 1, Item 1 of this Form 10-Q.

Results of Operations (Amounts in thousands, except subscriber and share data)

Overview

The  Company's  results for the three  months  ended  February  29, 2000 reflect
strong growth in the subscriber base in the Company's Domestic  Operations.  The
Company's wireless  subscribers at February 29, 2000 were 585,500 as compared to
426,700 at February  28, 1999,  an increase of 37%.  The Company  reported a net
loss of $3,243 during the three months ended February 29, 2000, as compared to a
net loss of $93,606 during the three months ended February 28, 1999. The Company
reported net income of $9,485 during the nine months ended February 29, 2000, as
compared to a net loss of $87,263  during the nine  months  ended  February  28,
1999.

Included in the results for the three and nine months ended February 29, 2000 is
$2,542 of expense related to the Company's  restructuring of its existing credit
facility on February 29, 2000 (see Liquidity and Capital Resources). Included in
the net  loss  for the  three  and  nine  months  ended  February  28,  1999 are
recapitalization  costs  of  $58,852  and an  extraordinary  loss  on the  early
extinguishment of debt (net of income taxes) of $40,526.  The Company reported a
loss per common  share of $(0.03)  during the three  months  ended  February 29,
2000,  as  compared to a loss per common  share of $(0.83) for the three  months
ended February 28, 1999.  Earnings per common share, basic and diluted,  for the
nine months ended February 29, 2000 was $0.10 per diluted share,  as compared to
a loss per common share of $(0.71) for the nine months ended  February 28, 1999.
The table below summarizes results of operations for each period:

<TABLE>
<CAPTION>

                                     Three Months Ended         %           Nine Months Ended         %
                                   2/29/00      2/28/99      Change       2/29/00      2/28/99     Change
                                 ----------   ----------     ------     ----------    ----------   ------
<S>                              <C>          <C>             <C>        <C>          <C>           <C>
Adjusted EBITDA (1)              $   53,347   $   48,778        9%       $  171,299   $  130,348      31%
Operating income (loss)          $   31,663   $  (43,233)      N/A       $  110,976   $  (26,206)     N/A
Net income (loss)                $   (3,243)  $  (93,606)      97%       $    9,485   $  (87,263)     N/A
(Loss) Earnings per
     common share-
     Basic and Diluted              $(0.03)      $(0.83)       N/A            $0.10     $(0.71)       N/A
</TABLE>


(1)  Earnings  before  income  from  minority  cellular  investment   interests,
allocations  to  minority  interests  in  consolidated  subsidiaries,   interest
expense, interest income, income taxes,  depreciation and amortization,  gain on
disposition of assets,  recapitalization  costs and other non-recurring  charges
("Adjusted EBITDA") is presented because it is a financial indicator used in the

                                       18
<PAGE>

telecommunications  industry.  Our calculation of Adjusted EBITDA may or may not
be consistent  with the  calculation of EBITDA by other companies and should not
be viewed as an alternative to generally accepted  accounting  principles (GAAP)
measurements such as operating income, net income or cash flows from operations.

Domestic Operations
<TABLE>
<CAPTION>

Revenue
                              Three Months Ended       %            Nine Months Ended        %
                             2/29/00      2/28/99    Change       2/29/00      2/28/99     Change
                           -----------  ----------   -------    -----------  -----------   ------
<S>                        <C>          <C>           <C>           <C>      <C>           <C>
Service revenue            $    72,185  $   60,876      19%      $  212,077   $  171,787     23%
Equipment sales                  4,195       1,268     231%          11,050        3,193    246%
                           -----------  ----------               ----------   ----------
Total revenue              $    76,380  $   62,144      23%      $  223,127   $  174,980     28%
                           ===========  ==========               ==========   ==========
</TABLE>

Total Domestic service revenue, excluding roaming usage, increased $5,733 or 15%
to $44,892 in the third quarter and increased $15,981 or 14% to $128,172 for the
nine months ended  February 29, 2000,  as compared to the same periods in fiscal
1999. These increases were primarily due to a revenue increase, generated by new
subscribers,  of  $12,345  and  $32,326,  for the  three and nine  months  ended
February  29,  2000,  respectively,  partially  offset by a  decrease  in retail
revenue per  subscriber,  which,  in the aggregate,  accounted for a decrease of
$6,612 and  $16,345 in revenue  for the same  periods.  The  decrease  in retail
revenue per  subscriber  was  primarily due to the rollout of digital plans that
include a larger  amount of plan  minutes  as  compared  to analog  rate  plans.
Revenue  from  domestic  roaming  usage  increased to $27,293 or 26% over roamer
revenues of $21,717 for the three months ended  February 28, 1999, and increased
to $83,905 or 41% over roamer  revenues  of $59,596  for the nine  months  ended
February 28, 1999.  These increases were primarily due to an increase in roaming
revenue, generated by increased usage, of $13,550 and $44,351, for the three and
nine  months  ended  February  29,  2000,  respectively,  partially  offset by a
reduction  in  roaming  rates  per  minute of $7,974  and  $20,042  for the same
periods.

The  increase in  equipment  sales of wireless  telephones  and  accessories  to
subscribers  was due to a larger number of telephone  and  accessory  units sold
during the current year and the introduction of digital phones,  which sell at a
higher price than analog phones.

Domestic had approximately  416,500 and 309,300 subscribers at February 29, 2000
and February 28, 1999,  respectively.  Increases from new activations of 196,900
were offset by  subscriber  cancellations  of 95,800.  Included in the number of
subscribers as of February 29, 2000 are approximately 6,100 subscribers acquired
in the  Allegan,  MI  MSA  acquisition.  The  cancellations  experienced  by the
Domestic  Operations  are  primarily  the  result  of  competitive  factors  and
non-payment.

Domestic  revenue  per  subscriber  per month,  based upon an average  number of
subscribers,  was $64 and $68 for the three and nine months  ended  February 29,
2000,  respectively,  as compared  to $68 and $69 for the three  months and nine
months ended February 28, 1999,  respectively.  Domestic  revenue per subscriber
has been  impacted,  and the Company  expects will  continue to be impacted,  by
competition  and lower  reciprocal  per minute roaming rates with other wireless
carriers.

                                       19
<PAGE>

<TABLE>
<CAPTION>

Costs and expenses
                                          Three Months Ended       %            Nine Months Ended        %
                                         2/29/00      2/28/99    Change        2/29/00    2/28/99      Change
                                       ----------   ----------   ------      ----------  ----------    ------
<S>                                    <C>          <C>            <C>       <C>         <C>           <C>
Cost of equipment sold                 $   9,621   $    5,455      76%       $   21,919  $   13,658      60%
Cost of services                       $   8,928   $    6,471      38%       $   23,920  $   18,961      26%
Sales and marketing                    $  13,700   $    8,614      59%       $   35,659  $   22,304      60%
General and administrative             $  10,993   $   10,350       6%       $   31,605  $   28,537      11%

Adjusted EBITDA                        $  33,138   $   31,254       6%       $  110,024  $   91,520      20%
Recapitalization costs                         -       55,995    (100%)               -      55,995    (100%)
Depreciation and amortization              9,430       20,886     (55%)          25,791      62,385     (59%)
                                       ---------   ----------                ----------  ----------
Operating income                       $  23,708   $  (45,627)     N/A       $   84,233  $  (26,860)     N/A
                                       =========   ==========                ==========  ==========
</TABLE>


Cost of equipment sold increased during the three and nine months ended February
29, 2000, primarily due to an increase in the number of telephone units sold and
higher costs associated with digital phones.

Cost of services  increased  during the three and nine months ended February 29,
2000,  primarily due to the variable costs  associated with a larger revenue and
subscription  base and increased  wireless  coverage  areas  resulting  from the
continued expansion of the Domestic network.

Sales and marketing  expenses  increased  during the three and nine months ended
February 29, 2000,  primarily due to the increase in gross subscriber  additions
of 73,900 and 164,600 for the three and nine months  ended  February  29,  2000,
respectively, from 32,300 and 61,900 in the comparable periods in fiscal 1999.

General and  administrative  expenses increased during the three and nine months
ended  February  29,  2000,  primarily  due to  increased  costs to support  the
expanding subscriber base.

Adjusted EBITDA for the Domestic  Operations for the three and nine months ended
February 29, 2000 was $33,138 and $110,024,  respectively, an increase of $1,884
or 6% and $18,504 or 20% over the three and nine months ended February 28, 1999,
respectively.

The Company anticipates  continued increases in the cost of services,  sales and
marketing and general and administrative  expenses as the growth of its Domestic
Operations continues.

Depreciation  and  amortization for the three and nine months ended February 29,
2000 was  $9,430 and  $25,791,  respectively,  a decrease  of $11,456 or 55% and
$36,594  or 59%  over the  three  and  nine  months  ended  February  28,  1999,
respectively.  The  decrease  was  the  result  of the  effect  of  the  Company
prospectively  changing  the  amortization  period  for its  cellular  telephone
licenses and the difference  between the cost of its equity  investments and the
underlying  book  value  of such  investments  from ten  years  to  forty  years
effective March 1, 1999. The Company changed such amortization periods to better
reflect the period over which the economic benefits of the cellular licenses and
equity  investments  are expected to be realized.  The effect of such changes in
amortization  periods was a  reduction  in  amortization  expense of $10,602 and

                                       20
<PAGE>

$33,920 for the three and nine months ended February 29, 2000, respectively. The
effect of this change in  amortization  periods  (net of the related tax effect)
was to decrease loss per  share-basic  and diluted by $0.09 for the three months
ended February 29, 2000, and to increase earnings per share-basic and diluted by
$0.29 for the nine  months  ended  February  29,  2000.  Prior to the  change in
amortization  periods,  certain cellular  licenses became fully amortized during
the  year  ended  May 31,  1999,  which  also  contributed  to the  decrease  in
depreciation and amortization.

Operating  income for the three and nine  months  ended  February  29,  2000 was
$23,708 and $84,233,  respectively, an increase of $69,335 and $111,093 from the
operating  loss of  $45,627  and  $26,860  for the three and nine  months  ended
February 28, 1999, respectively.

Puerto Rico Operations

<TABLE>
<CAPTION>

Revenue

                             Three Months Ended       %                 Nine Months Ended     %
                             2/29/00     2/28/99    Change          2/29/00      2/28/99    Change
                           ----------  ----------   ------        ----------   ----------   ------
<S>                        <C>         <C>           <C>          <C>          <C>            <C>
Service revenue            $   49,451  $   34,661    43%          $  141,089   $  85,422      65%
Equipment sales                 1,790       1,188    51%               4,207       2,189      92%
                           ----------  ----------                 ----------   ---------
Total revenue              $   51,241  $   35,849    43%          $  145,296   $  87,611      66%
                           ==========  ==========                 ==========   =========

</TABLE>

Total PCS Wireless service revenue  increased  $9,972, or 34% and $40,073 or 54%
for the three and nine months ended February 29, 2000, respectively,  to $39,548
and  $113,978  for the  same  periods.  These  increases  reflect  PCS  Wireless
subscriber  growth,  resulting in an increase in revenues of $15,579 and $47,853
for the three and nine months ended February 29, 2000,  respectively,  partially
offset by lower  subscriber  pricing,  which, in the aggregate,  accounted for a
decrease  of $5,607 and  $7,780 for the same  periods.  Total  Wireline  revenue
increased  by $4,818 and  $15,594 to $9,903 and  $27,112  for the three and nine
months ended February 29, 2000, respectively.

The  increase in  equipment  sales of wireless  telephones  and  accessories  to
subscribers  was  primarily due to increased  phone sales to pre-paid  customers
during the current year.

PCS Wireless  subscribers at February 29, 2000 were  approximately  169,000,  an
increase of 44% from the 117,400  subscribers  at February 28,  1999.  Increases
from new  activations  of 116,300  were offset by  subscriber  cancellations  of
53,200.  The  cancellations  experienced  by  the  Puerto  Rico  Operations  are
primarily the result of competitive factors and non-payment.

PCS Wireless  revenue per subscriber per month,  based upon an average number of
subscribers,  was $84 and $86 for the three and nine months  ended  February 29,
2000,  respectively,  as compared  to $95 and $91 for the three  months and nine
months  ended  February  28,  1999,  respectively.   PCS  Wireless  revenue  per
subscriber  has been  impacted,  and the  Company  expects  will  continue to be
impacted, by competition.

                                       21
<PAGE>


<TABLE>
<CAPTION>
Costs and expenses
                                          Three Months Ended       %             Nine Months Ended        %
                                         2/29/00      2/28/99    Change         2/29/00      2/28/99    Change
                                       ----------   ----------   ------       ----------   ----------   ------
<S>                                    <C>          <C>           <C>         <C>          <C>            <C>
Cost of equipment sold                 $      963   $    1,305    (26%)       $    3,629   $    2,564     42%
Cost of services                       $    7,063   $    5,966     18%        $   22,487   $   15,600     44%
Sales and marketing                    $    7,437   $    5,829     28%        $   22,476   $   16,027     40%
General and administrative             $   15,569   $    5,225    198%        $   35,429   $   14,592    143%

Adjusted EBITDA                        $   20,209   $   17,524     15%        $   61,275   $   38,828     58%
Recapitalization costs                          -        2,857   (100%)                -        2,857   (100%)
Depreciation and amortization              12,254       12,273     (0%)           34,532       35,317     (2%)
                                       ----------   ----------                ----------   ----------
Operating income                       $    7,955   $    2,394    232%        $   26,743   $      654   3,989%
                                       ==========   ==========                ==========   ==========
</TABLE>


Cost of equipment sold increased during the nine months ended February 29, 2000,
primarily due to an increase in sales of handsets to new prepaid subscribers and
increased sales of accessories.

Cost of services  increased  during the three and nine months ended February 29,
2000,  primarily due to the variable costs  associated with a larger revenue and
subscription  base and increased  wireless  coverage  areas  resulting  from the
continued expansion of the Puerto Rico Operation's network.

Sales and marketing  expenses  increased  during the three and nine months ended
February 29, 2000,  primarily due to the increase in gross subscriber  additions
as well as the hiring of additional sales force.

General and  administrative  expenses increased during the three and nine months
ended  February  29, 2000,  primarily  due to increases in reserves for Internet
Service  Provider  revenue  ("ISP")  related to a dispute  with the Puerto  Rico
Telephone  Company  ("PRTC")  over  amounts  owed by PRTC for ISP  traffic  that
terminated on Centennial's  network (see "Reciprocal  Compensation").  Pending a
resolution  of this matter,  the Company has increased its reserve for bad debt.
Additionally,  the  Puerto  Rico  Operations  incurred  approximately  $2,542 of
expenses related to the Company's  restructuring of its existing credit facility
on February 29, 2000.

Adjusted  EBITDA for the Puerto  Rico  Operations  for the three and nine months
ended  February 29, 2000 was $20,209 and $61,275,  respectively,  an increase of
$2,685 or 15% and $22,447 or 58% over the three and nine months  ended  February
28, 1999, respectively.

The Company anticipates  continued increases in the cost of services,  sales and
marketing  and general and  administrative  expenses as the growth of its Puerto
Rico  Operations   continues.   In  addition,   the  Company  expects  that  its
participation  in  the  Puerto  Rico  wireline  business  will  contribute  to a
continued increase in the level of expenses.

Depreciation  and  amortization for the three and nine months ended February 29,
2000 was $12,254 and  $34,532,  respectively,  a decrease of $19 or less than 1%

                                       22
<PAGE>

and  $785 or 2% over  the  three  and  nine  months  ended  February  28,  1999,
respectively. These decreases result from PCS phones becoming fully depreciated.
This was partially offset by depreciation  related to capital  expenditures made
during  fiscal  2000 and 1999 in  connection  with the  development  and network
expansion  of the Puerto Rico  Operation's  wireless  telephone  systems and the
purchase of PCS phones.

Operating  income for the three and nine  months  ended  February  29,  2000 was
$7,955 and  $26,743,  respectively,  an increase of $5,561 and $26,089  from the
operating income of $2,394 and $654 for the three and nine months ended February
28, 1999.

Consolidated

Other non-operating expenses

The gain on  disposition  of  assets  during  the three  and nine  months  ended
February  28,  1999  is  primarily  the  result  of the  Company's  sale  of its
investment  interest in the  wireless  telephone  system  serving the  Coconino,
Arizona RSA.

Net  interest  expense was $37,918  and  $110,347  for the three and nine months
ended February 29, 2000, respectively, an increase of $11,305 or 42% and $61,794
or 127% from the three and nine months ended  February 28, 1999.  Gross interest
costs for the three and nine months  ended  February  29, 2000 were  $38,473 and
$113,322, respectively as compared to $28,342 and $51,179 for the three and nine
months ended  February 28, 1999.  The increases in interest  expense  reflect an
increase in total debt of $81,993 from February 28, 1999.

The  increase  in  long-term  debt is the result of  additional  borrowings  for
capital expenditures related to the expansion of the Puerto Rico Operation's PCS
network  infrastructure,  the expansion of the wireline network and the purchase
of  PCS  telephones,  as  well  as  completed  acquisitions.  The  average  debt
outstanding  during  the three  and nine  months  ended  February  29,  2000 was
$1,486,616 and $1,478,556,  respectively,  increases of $423,602 and $790,643 as
compared to the average debt level of $1,063,014  and $687,913  during the three
and nine months ended February 28, 1999,  respectively.  The Company's  weighted
average interest rate decreased to 10.4% for the three months ended February 29,
2000 from 10.7% for the three months ended  February  28,  1999.  The  Company's
weighted  average  interest  rate  increased  to 10.2% for the nine months ended
February 29, 2000 from 9.9% for the nine months ended February 28, 1999.

After loss  attributable  to minority  interests in  subsidiaries  for the three
months ended February 29, 2000,  pretax loss was $2,613, as compared to a pretax
loss of  $69,030  for the three  months  ended  February  28,  1999.  After loss
attributable  to minority  interests in  subsidiaries  for the nine months ended
February 29, 2000,  pretax  income was $11,671,  as compared to a pretax loss of
$56,851 for the nine months ended  February 28, 1999. The income tax expense was
$630 and  $2,186  for the  three  and  nine  months  ended  February  29,  2000,
respectively,  as  compared  to an income tax benefit of $15,950 and $10,114 for
the three and nine months ended  February  28,  1999.  The Company had a $40,526
extraordinary  loss on the early  extinguishment of debt, net of income taxes of
$11,251, for the three and nine months ended February 28, 1999.


                                       23
<PAGE>

These  factors  resulted  in a net loss of  $3,243  for the three  months  ended
February 29, 2000,  which represents a decrease of $90,363 from the net loss for
the three months ended February 28, 1999.  Additionally,  these factors resulted
in net income of $9,485 for the nine  months  ended  February  29,  2000,  which
represents  an increase of $96,748  from the net loss for the nine months  ended
February 28, 1999.

Reciprocal compensation

On April 1, 1999,  the Company  filed a tariff  with the Federal  Communications
Commission  ("FCC")  establishing  a rate payable to the Company for  delivering
jurisdictionally  interstate  traffic to  Internet  Service  Providers  ("ISPs")
served by the Company  from  subscribers  of the Puerto Rico  Telephone  Company
("PRTC").  The Company subsequently invoiced PRTC under the terms of the tariff.
PRTC  disputed  the  invoices  and on November  2, 1999,  pursuant to FCC rules,
indicated that it intended to challenge the lawfulness of the Company's  tariff.
On February 1, 2000, PRTC did so.

The Company has responded to PRTC's  complaint and has  vigorously  defended the
validity of its tariff.  On April 6, 2000,  the Company and PRTC  entered into a
letter of intent to settle their dispute  regarding  compensation  for ISP-bound
traffic.  The  parties  are  currently  negotiating  the  terms of a  definitive
settlement  incorporating  the terms of the  settlement.  This agreement will be
submitted to the FCC for its approval.  The Company cannot specifically  predict
when the FCC will approve the settlement now under negotiation, but expects that
this matter will be resolved in the fiscal quarter ending May 31, 2000.

Liquidity and Capital Resources

On February 29, 2000, the Company  amended and restated its existing senior term
loan and revolving credit facilities and increased the commitment  thereunder by
$200,000  to an  aggregate  of  $1,250,000.  The  amended  and  restated  credit
facilities are referred to as the New Credit  Facility.  The New Credit Facility
consists of four term loans in an aggregate principal amount of $1,000,000 and a
revolving  credit  facility in an aggregate  principal  amount of $250,000.  The
borrowers  under the New Credit Facility are Centennial  Cellular  Operating Co.
LLC for a $325,000 term loan and  Centennial  Puerto Rico  Operations  Corp. for
three separate term loans  aggregating  $675,000.  The revolving credit facility
portion  of the New  Credit  Facility  is now  equally  available  to  both  the
borrowers.

For the nine months ended February 29, 2000,  earnings exceeded fixed charges by
$10,448.  Fixed charges consist of interest expense,  including  amortization of
debt  issuance  costs and the  portion  of rents  deemed  representative  of the
interest portion of leases.  The amount by which earnings exceeded fixed charges
reflects non-cash charges of $60,323 relating to depreciation and amortization.

As of  February  29,  2000,  the Company had  $355,330  of  property,  plant and
equipment  (net) placed in service.  During the nine months  ended  February 29,
2000,  the Company  made  capital  expenditures  of  $107,893,  to continue  the

                                       24
<PAGE>

expansion  of its Puerto  Rico  systems and its  Domestic  systems to expand the
coverage  areas of  existing  properties  and to upgrade its cell sites and call
switching  equipment.  Capital  expenditures for the Puerto Rico Operations were
$70,402 for the nine months ended  February 29,  2000,  representing  65% of the
Company's  total  capital  expenditures.  The Puerto  Rico  Operation's  capital
expenditures  included  $50,292 to add capacity and services and to continue the
expansion of the  Company's PCS network  infrastructure  and $20,110 to purchase
telephone  units  which  remain  the  property  of the  Company  while in use by
subscribers. The Company's future commitments for property and equipment include
the addition of cell sites to expand  coverage and  enhancements to the existing
infrastructure  of its  wireless  telephone  systems.  Through the  remainder of
fiscal year 2000, the Company anticipates  capital  expenditures in its Domestic
systems of approximately  $5,000. The Company currently  estimates that the cost
to continue the expansion of its Puerto Rico network infrastructure and purchase
telephone  units through  fiscal 2000 year-end  will be  approximately  $24,600.
Additionally,  the Company  estimates  the initial  cost of the  buildout of its
operations in the  Dominican  Republic will be  approximately  $56,000.  Amounts
required to finance the  Company's  capital  expenditures  are  expected to come
primarily  from cash flow generated from  operations  with the remainder  coming
from borrowings under the Company's  existing  revolving  credit  facility.  The
Company  may seek  various  sources of  external  financing  including,  but not
limited to, bank financing,  joint ventures,  partnerships and placement of debt
or equity securities of the Company.

In order to meet its obligations  with respect to its operating  needs,  capital
expenditures,  and debt service  obligations,  it is important  that the Company
continue to improve operating cash flow.  Increases in revenue will be dependent
upon continuing  growth in the number of subscribers and maximizing  revenue per
subscriber.  The  Company  has  continued  the  development  of its  managerial,
administrative  and marketing  functions,  and is continuing the construction of
wireless  systems in its  existing  and  recently  acquired  markets in order to
achieve these  objectives.  There is no assurance  that growth in subscribers or
revenue will occur. In addition, the Company's  participation in the Puerto Rico
telecommunications business has been, and is expected to continue to be, capital
intensive.

                                       25
<PAGE>

The following table sets forth (in thousands),  for the periods  indicated,  the
Company's net cash provided by operating  activities  before  interest  payments
(net cash  provided),  the  Company's  principal  uses of such cash and the cash
(required from) available for financing and investing activities:
<TABLE>
<CAPTION>

                                                                             Nine Months Ended
                                                                             -----------------
                                                               February 29,                 February 28,
                                                                  2000                         1999
                                                               -----------                  -----------
                                                                      % of net                      % of net
                                                                        cash                          cash
                                                             Amount    provided           Amount    provided
                                                             ------    --------           ------    --------

<S>                                                       <C>             <C>           <C>             <C>
Net cash provided by operating activities                 $  25,690       16%           $  98,654       74%
Interest paid                                               133,058       84%              35,045       26%
                                                          ---------     -----           ---------     -----
Net cash provided                                         $ 158,748      100%           $ 133,699      100%
                                                          =========     =====           =========     =====
Principal uses of cash
Interest paid                                             $ 133,058       84%           $  35,045       26%
Property, plant & equipment                                 107,893       68%              69,819       52%
                                                          ---------     -----           ---------     -----
Total                                                     $ 240,951      152%           $ 104,864       78%
                                                          =========     =====           =========     =====
Cash (required from)  available for other
     financing and investing activities                   $ (82,203)     (52)%          $  28,835       22%
                                                          =========     =====           =========     =====
</TABLE>


Net cash provided by operating activities for the nine months ended February 29,
2000 was not sufficient to fund the Company's  expenditures for property,  plant
and equipment of $107,893.

                                       26
<PAGE>


The  following  table sets forth the  primary  cash flows  provided by (used in)
other financing and investing activities for the periods indicated:
<TABLE>
<CAPTION>

                                                                   Nine Months Ended
                                                                   -----------------
                                                         February 29,              February 28,
                                                             2000                      1999
                                                         -----------               -----------
<S>                                                     <C>                       <C>
Proceeds from disposition of assets                     $        352              $        466
Proceeds from issuance of class A common stock                     -                   427,394
Proceeds from the exercise of stock options                    1,206                         -
Proceeds from issuance of long-term debt                   1,038,018                 1,481,500
Proceeds from maturity of restricted securities               59,994                         -
Disposition of equity investment                                   -                    13,500
Distributions received from equity investments-net             9,871                     9,791
                                                        ------------              ------------
Cash available                                             1,109,441                 1,932,651
                                                        ------------              ------------

Acquisition of other assets                                        -                    (2,200)
Acquisition of minority partnership interests                   (323)                        -
Repayment of long-term debt                                 (958,150)                 (528,518)
Debt issuance costs paid                                      (2,885)                  (61,118)
Redemption of preferred stock                                      -                  (128,154)
Acquisition of equity investment                                   -                    (3,000)
Purchase of common stock in conjunction
      with recapitalization                                        -                (1,052,436)
Recapitalization costs paid                                        -                   (46,500)
Early extinguishment of debt                                       -                   (44,634)
Purchase of restricted securities                            (19,998)                  (57,501)
Dividends paid                                                     -                   (18,131)
Acquisition, net of cash acquired                            (46,820)                        -
                                                        ------------               -----------
Cash available (needed) for operations and capital
     expenditures                                       $     81,265               $    (9,541)
                                                        ============               ===========
</TABLE>


Based upon current market  conditions  and its current  capital  structure,  the
Company  believes  that cash flows  from  operations  and funds  from  currently
available  credit  facilities  will be  sufficient to enable the Company to meet
required cash commitments through the next twelve month period.

Acquisitions, Exchanges and Dispositions

The Company's primary acquisition  strategy is to acquire controlling  ownership
interests in  communication  systems  serving  markets which are proximate to or
share a community of interest with its current markets.  The Company's  strategy
of clustering its operations in proximate geographic areas enables it to achieve
operating and cost efficiencies as well as joint marketing benefits.  Clustering

                                       27
<PAGE>

also allows the  Company to offer its  subscribers  more areas of  uninterrupted
service as they travel.  In addition to expanding  its  existing  clusters,  the
Company  also  may  seek to  acquire  interests  in  wireless  systems  in other
geographic areas. The Company also may pursue other communications businesses it
determines to be desirable.  The consideration for such acquisitions may consist
of shares of stock, cash, assumption of liabilities, or a combination thereof.

In November 1999, the Company  acquired a wireless  telephone system serving the
Allegan,  Michigan RSA. The Allegan market represents  approximately 100,000 net
pops.  The total  purchase  price was  approximately  $35,000 in cash and stock,
subject to adjustment.

In December 1999, the Company entered into a definitive agreement to acquire the
wireless telephone system serving the Kokomo,  Indiana Metropolitan  Statistical
Area #271.  The Kokomo market  represents  approximately  100,000 net pops.  The
Company  completed  this  acquisition  on April 7, 2000.  The purchase price was
approximately $25,000, subject to adjustment.

In January  2000,  the Company  entered  into a letter of intent to purchase the
assets of cable television systems serving Aguadilla,  Mayaguez,  San German and
surrounding  communities in Puerto Rico from Pegasus Communications  Corporation
for  $170,000.  The  transaction  is subject to numerous  conditions,  including
regulatory approvals,  completion of customary due-diligence and the negotiation
and execution of a definitive purchase agreement.

In January  2000,  the Company  acquired a 70% interest in All America  Cables &
Radio,  Inc.  ("AACR") in the  Dominican  Republic.  A local  partner  holds the
remaining 30% interest.  AACR is an  international  long distance  provider that
also holds a 30MHz PCS license, a Local Multipoint  Distribution System ("LMDS")
license  and a  certificate  to  provide  a broad  range  of  telecommunications
services in the Dominican  Republic.  The PCS license covers  approximately  8.9
million net pops.  The purchase  price was $25,000,  subject to  adjustment,  of
which $14,000 has been paid to date and the $11,000 will be paid upon completion
of due  diligence.  In the event  that the  Company  is not  satisfied  with the
results of the due diligence,  the Company is not obligated to pay the remaining
$11,000.  In such event,  the Company  would not own AACR's  long  distance  and
undersea cable businesses,  but would continue to own the PCS license,  the LMDS
license  and the  certificate  to  provide a broad  range of  telecommunications
services in the Dominican Republic.

Stock Split

On December 28, 1999, the Company announced that the Board of Directors declared
a three-for-one  stock split of all outstanding  shares of class A common stock.
The shares  were  distributed  on or about  January  20,  2000 to all holders of
record on January 10, 2000.

New Accounting Pronouncements

In December,  1999, the Securities and Exchange  Commission ("SEC") issued Staff
Accounting Bulletin No. 101 "Revenue Recognition in Financial  Statements" ("SAB
No.  101").  This SAB sets forth  certain of the SEC  staff's  views in applying
generally  accepted  accounting  principles to revenue  recognition in financial
statements.  SAB No. 101 is effective for the first fiscal quarter of the fiscal

                                       28
<PAGE>

year  beginning  after December 15, 1999. The Company plans to adopt SAB No. 101
effective  June 1, 2000.  Although the Company has not yet determined the impact
of the adoption on its results of operations and financial position, the Company
expects that this change will not effect cash flows, but could cause the Company
to recognize  service  initiation  revenues  over a longer  period.  The Company
currently recognizes these revenues in the period when service is initiated.

The  Financial  Accounting  Standards  Board  issued  Statement of SFAS No. 133,
"Accounting for Derivative  Instruments and Hedging  Activities" in June,  1998.
The Company will adopt SFAS No. 133 effective  June 1, 2001. The Company has not
yet  determined  the impact of the adoption of SFAS No. 133 on future results of
operations or financial condition.

Subsequent Event

On March 21, 2000, the Company announced that it planned on offering $250,000 of
Senior Subordinated Notes due 2008 in a private placement  transaction  pursuant
to Rule 144A. Due to current  market  conditions,  the Company has  indefinitely
postponed such offering.


                                       29
<PAGE>

                                    * * * * *
             CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR"
       PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This report  contains or incorporates  by reference  forward-looking  statements
within the  meaning of the  Private  Securities  Litigation  Reform Act of 1995.
Where any such forward-looking statement includes a statement of the assumptions
or bases underlying such  forward-looking  statement,  the Company cautions that
assumed  facts  or  bases  almost  always  vary  from  actual  results,  and the
differences  between  assumed facts or bases and actual  results can be material
depending upon the circumstances.  Where, in any forward-looking  statement, the
Company  or its  management  expresses  an  expectation  or  belief as to future
results,  there can be no assurance  that the statement of expectation or belief
will result or be  achieved  or  accomplished.  The words  "believe",  "expect",
"estimate",   "anticipate",  "project"  and  similar  expressions  may  identify
forward-looking statements.

Taking into account the  foregoing,  the following  are  identified as important
factors  that  could  cause  actual  results  to differ  materially  from  those
expressed  in any  forward-looking  statement  made by,  or on  behalf  of,  the
Company: the Company's historical net losses and stockholders' equity (deficit);
the  Company's  substantial  debt  obligations;  the  capital  intensity  of the
wireless  telephone  business and the Company's debt structure;  the competitive
nature of the wireless telephone and other  communications  services industries;
price  declines  in roaming  rates;  regulation;  changes  and  developments  in
technology; subscriber cancellations;  restrictive covenants and consequences of
default contained in the Company's financing arrangements; control by certain of
the  Company's   stockholders  and  anti-takeover   provisions;   the  Company's
opportunities for growth through  acquisitions and investments and the Company's
ability to manage this growth;  local operating hazards and economic  conditions
in the areas in which the Company operates;  the Company's ability to manage and
monitor  billing;  refinancing and interest rate exposure  risks;  potential for
changes in accounting  standards;  capital calls  associated  with the Company's
Investment   Interests;   and  possible   health  effects  of  radio   frequency
transmission. A more detailed discussion of certain of the foregoing factors can
be found in the  Company's  Annual Report on Form 10-K for the Fiscal Year ended
May 31, 1999 under the heading  "CAUTIONARY  STATEMENT FOR PURPOSES OF THE "SAFE
HARBOR" PROVISIONS OF THE PRIVATE  SECURITIES  LITIGATION REFORM ACT OF 1995" in
Item 7 of such Form 10-K. Other factors may be detailed from time to time in the
Company's  filings with the SEC. The Company assumes no obligation to update its
forward-looking  statements  or to  advise of  changes  in the  assumptions  and
factors on which they are based.

                                       30
<PAGE>

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


The Company is subject to market risks due to  fluctuations in interest rates. A
majority of the  Company's  long-term  debt has  variable  interest  rates.  The
Company  utilizes  interest rate swap and collar  agreements  to hedge  variable
interest  rate risk on a portion of its variable  interest  rate debt as part of
its interest rate risk management program.

The table below  presents  principal (or notional)  amounts and related  average
interest rate by year of maturity for the Company's  long-term debt and interest
rate swap and collar  agreements.  Weighted  average variable rates are based on
implied  forward  rates in the yield  curve as of  February  29,  2000 (based on
information provided by one of the Company's lending institutions):

Amounts in thousands:
<TABLE>
<CAPTION>

                                                     Year ended
                                February    February    February   February   February
                                   28,         28,         28,       29,         28,   There-after                  Fair
                                  2001        2002        2003      2004        2005                    Total       value
                              -----------------------------------------------------------------------------------------------
<S>                            <C>          <C>        <C>         <C>       <C>        <C>         <C>
Long-term debt:
  Fixed rate                           -    $  1,388          -          -           -   $539,587    $  540,975   $  555,035
  Average interest rate                -       8.88%          -          -           -     10.51%        10.51%            -
  Variable rate                 $  5,500    $ 16,750   $ 56,125   $ 78,625    $101,125   $746,250    $1,004,375   $1,004,375
  Average interest rate (1)        6.76%       7.40%      7.48%      7.52%       7.52%      7.58%         7.55%            -
Interest rate swaps (pay
  fixed, receive variable):
  Notional amount               $350,000    $350,000   $150,000          -           -          -             -   $   12,676
  Average pay rate                 5.40%       5.40%      5.38%          -           -          -             -            -
  Average receive rate             6.76%       7.40%      7.48%          -           -          -             -            -
Interest rate collar:
  Notional amount               $100,000    $100,000   $100,000   $100,000           -          -             -   $    2,190
  Cap                              7.00%       7.00%      7.00%      7.00%           -          -             -            -
  Floor                            4.45%       4.45%      4.45%      4.45%           -          -             -            -

(1) Represents the average interest rate before applicable margin
</TABLE>



                                       31
<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings

          Other than as described under "Reciprocal Compensation",  there are no
          material  pending  legal  proceedings,  other  than  ordinary  routine
          litigation  incidental to the business, to which the Company or any of
          its  subsidiaries  is a party or of which any of their property is the
          subject.

ITEM 2.  Changes in Securities and Use of Proceeds

          On  December  28,  1999,  the  Company  announced  that  the  Board of
          Directors  declared a  three-for-one  stock  split of all  outstanding
          shares of class A common  stock.  The shares  were  distributed  on or
          about  January 20, 2000 to all holders of record on January 10,  2000.
          In  connection  with the  stock  split,  the  holders  of in excess of
          majority  of the  outstanding  shares  of  common  stock  approved  an
          amendment  to  the  Company's  Amended  and  Restated  Certificate  of
          Incorporation  to increase the number of  authorized  shares of common
          stock to 150,000,000.

ITEM 3.  Defaults Upon Senior Securities

                  None

ITEM 4.  Submission of Matters to a Vote of Security Holders

                  None

ITEM 5.  Other Information

                  None

ITEM 6.  Exhibits and Report on Form 8-K

          Each exhibit identified below is filed as a part of this report.

a)     Exhibits

       Exhibit No.                        Description



       Exhibit 10.1 Credit  Agreement dated as of January 7, 1999 as amended and
                    restated as of February 29, 2000 among  Centennial  Cellular
                    Operating  Co.  LLC,  as  Borrower;  Centennial  Puerto Rico
                    Operations Corp., as PR Borrower;  Centennial Communications
                    Corp., as a Guarantor;  the other  Guarantors party thereto;
                    each of the lenders named therein; The Chase Manhattan Bank,
                    as Co-Lead Arranger and Co-Syndication  Agent; Merrill Lynch
                    & Co., Merrill Lynch,  Pierce,  Fenner & Smith Incorporated,
                    as  Co-Lead  Arranger  and  Co-Syndication  Agent;  Bank  of

                                       32
<PAGE>

                    America, N.A., as Arranger and Administrative Agent; and The
                    Bank of Nova Scotia, as Documentation Agent

      Exhibit 27    Financial data schedule (EDGAR filing document only)


b)       Reports on Form 8-K

          Form 8-K dated February 29, 2000, relating to the Company changing its
          name from Centennial Cellular Corp. to Centennial Communications Corp.
          effective at the start of trading on Tuesday February 29, 2000.

                                       33
<PAGE>

                                                             SIGNATURES



Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.




April 11, 2000



                                                CENTENNIAL COMMUNICATIONS CORP.


                                                /S/
                                                ------------------
                                                Peter W. Chehayl
                                                Chief Financial Officer,
                                                Sr. Vice President and Treasurer
                                                (Chief Financial Officer)



                                                /S/
                                                 ------------------
                                                 Thomas E. Bucks
                                                 Sr. Vice President-Controller
                                                 (Chief Accounting Officer)